0000884887-13-000031.txt : 20130522 0000884887-13-000031.hdr.sgml : 20130522 20130522162527 ACCESSION NUMBER: 0000884887-13-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130516 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130522 DATE AS OF CHANGE: 20130522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL CARIBBEAN CRUISES LTD CENTRAL INDEX KEY: 0000884887 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 980081645 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11884 FILM NUMBER: 13865139 BUSINESS ADDRESS: STREET 1: 1050 CARIBBEAN WAY CITY: MIAMI STATE: FL ZIP: 33132 BUSINESS PHONE: 3055396000 MAIL ADDRESS: STREET 1: 1050 CARIBBEAN WAY CITY: MIAMI STATE: FL ZIP: 33132 FORMER COMPANY: FORMER CONFORMED NAME: RA HOLDINGS INC DATE OF NAME CHANGE: 19920424 8-K 1 main8k20130516.htm main8k20130516.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 

FORM 8-K
 
CURRENT REPORT
Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): May 16, 2013
 
ROYAL CARIBBEAN CRUISES LTD.

(Exact Name of Registrant as Specified in Charter)
 
Republic of Liberia

(State or Other Jurisdiction of Incorporation)
 
1-11884
98-0081645

(Commission File Number)

(IRS Employer Identification No.)
 
 
   
1050 Caribbean Way, Miami, Florida
33132

   (Address of Principal Executive Offices)

(Zip Code)
   
   
Registrant’s telephone number, including area code: 305-539-6000
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
o         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 

 
 
Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On May 16, 2013, we announced that, effective as of such date, Brian J. Rice, our Vice Chairman & Chief Financial Officer, will transition his CFO responsibilities to Jason Liberty.   The Company's press release announcing these organizational changes is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
Since joining the Company in 2005, Mr. Liberty, age 37, has been employed by us in a variety of roles including most recently, from September 2012 through May 2013, as Senior Vice President of Strategy and Finance.  In this role, Mr. Liberty was responsible for our Treasury, Investor Relations, Corporate and Strategic Planning and Deployment functions.  Prior to this, Mr. Liberty served, from 2010 through 2012, as Vice President of Corporate and Revenue Planning and, from 2008 to 2010, as Vice President of Corporate and Strategic Planning.
 
In his new role, Mr. Liberty will receive a base salary of $400,000 for the remainder of 2013.  His bonus target under our Executive Bonus Plan has been set at 75% of his base salary.  In addition, in connection with the promotion, he received an award of restricted stock units having a grant date fair value of $87,500.  The restricted stock units will vest in four equal annual installments starting on the first anniversary of the grant date.  Mr. Liberty’s employment agreement is being amended to increase his severance entitlement from one year post-termination to two years post-termination consistent with other similarly senior officers of the Company.
 
Item 9.01    Financial Statements and Exhibits.
 
(d)           Exhibits
 
Exhibit 99.1    Press release dated May 16, 2013.
 
 
 

 

 

SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   
ROYAL CARIBBEAN CRUISES LTD.
         
Date:
May 22, 2013
By:
/s/  Bradley H. Stein
   
Name:
Bradley H. Stein
Senior Vice President, General Counsel
   
Title:
 
 
 
 
 
 
 
 
 
 




EX-99.1 2 exh991form8k20130516.htm Unassociated Document
Exhibit 99.1
News From
Royal Caribbean Cruises Ltd.
Office of Corporate Communications
1050 Caribbean Way, Miami, Florida 33132-2096
Media Contact: Cynthia Martinez
305-982-2458
cynthiamartinez@rccl.com

For Immediate Release
 

ROYAL CARIBBEAN ANNOUNCES CHANGES TO FINANCE TEAM
Vice Chairman Brian Rice sets retirement for 2014 and will guide
new CFO Jason Liberty during transition
 
MIAMI, May 16, 2013 – Royal Caribbean today announced that Brian Rice, Vice Chairman and CFO of Royal Caribbean Cruises Ltd., will transition his CFO responsibilities to Jason Liberty as he prepares for his retirement in the spring of 2014.  Rice will continue to serve as Vice Chairman until his retirement, overseeing Royal Caribbean’s finance, supply chain, strategy and information technology functions.  Rice has been with Royal Caribbean for more than 20 years, serving as CFO since 2006 and Vice Chairman since 2012.
 
In a related move, Jason Liberty has been named the new CFO, effective immediately, and will continue to report to Rice. Liberty joined Royal Caribbean in 2005 and most recently served as Senior Vice President, Strategy and Finance, overseeing the company’s Corporate and Strategic Planning, Treasury, Investor Relations and Internal Audit functions. Before joining Royal Caribbean, Liberty was a senior manager at the accounting firm KPMG.
 
Additionally, Henry Pujol has been named Senior Vice President and Controller, and in his new role will report to Liberty.  Pujol joined Royal Caribbean in 2004 as Assistant Controller and was promoted to Vice President, Corporate Controller in 2008. Before joining Royal Caribbean, Pujol was a senior manager in the audit practice of KPMG.
 
“Over the past 24 years, I’ve had the very good fortune to work for an outstanding company in a truly exciting industry,” said Rice. “I am proud to have played a part in its success, and I feel comfortable that I will be leaving the company in excellent shape.”
 
 
 

 
 
“Brian has been a key figure in the development of Royal Caribbean, and an important leader who has made significant contributions to the entire cruise industry,” said Richard D. Fain, Chairman and CEO, Royal Caribbean Cruises Ltd.
 
Fain lauded Rice’s role in the creation of the Revenue Management discipline, which is now a standard industry practice. “Brian’s foresight and financial discipline helped us all become better sellers,” said Fain. “At the same time, his focus and determination have ensured we continually improve our financial management and credit strength.”
 
Fain added that Rice developed a strong talent base at Royal Caribbean, and would use the next year to help the company transition successfully to its next generation of financial leadership. “Brian is a strong leader and a good teacher, and he will continue to develop his team through the next year,” Fain said.
 
 “I look forward to working with Jason and Henry as they continue their professional growth and development,” said Rice. “Jason is clearly ready to step into the role of Chief Financial Officer, while Henry continues to demonstrate his breadth and capability in his new responsibilities.”
 
Royal Caribbean Cruises Ltd. (NYSE/OSE: RCL) is a global cruise vacation company that owns Royal Caribbean International, Celebrity Cruises, Pullmantur, Azamara Club Cruises and CDF Croisières de France, as well as TUI Cruises through a 50 percent joint venture.  Together, these six brands operate a combined total of 41 ships with four under construction.  They operate diverse itineraries around the world that call on approximately 460 destinations on all seven continents.  Additional information can be found on www.royalcaribbean.com, www.celebritycruises.com, www.azamaraclubcruises.com, www.pullmantur.es, www.cdfcroisieresdefrance.com, www.tuicruises.com, or www.rclinvestor.com.
 
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